Valuevision Media, Inc. 2004 Omnibus Stock Plan

EXHIBIT 10
Director Version

VALUEVISION MEDIA, INC.
2004 OMNIBUS STOCK PLAN

Restricted Stock Agreement

     
Full Name of Director:
 
   
No. of Shares of Common Stock Covered:
  Issue Date:
 
   
Vesting Schedule:

Recitals

A. The Company maintains the ValueVision Media, Inc. 2004 Omnibus Stock Plan (as amended, the“Plan”).

B. The Company has appointed a committee (the “Committee”) with the authority to determine theawards to be granted under the Plan, and the Board has maintained the authority to exercise thepowers and duties of the Committee at its discretion.

C. The Committee or its designee has determined that the Director in connection with his orher services as a director to the Company is eligible to receive an award under the Plan in theform of restricted stock and has set the terms and conditions thereof.

Terms and Conditions*

This award of restricted stock is issued to the Director in connection with his or herservices as a director to the Company under the terms and conditions set by the Committee asfollows.

1. Grant of Restricted Stock.

(a) Subject to the terms and conditions of this Agreement and the Plan, the Company hasgranted to the Director the number of shares of the Company’s common stock specified at thebeginning of this Agreement. These shares are subject to the restrictions provided for in thisAgreement and all the provisions of the Plan and are referred to collectively as the “RestrictedShares

(b) Restricted Shares may not be sold, transferred, assigned, pledged or otherwise used ascollateral by the Director unless and until, and then only to the extent that, restrictions ontransferability have lapsed in accordance with the Plan and this Agreement. In this Agreement, thelapsing of such transferability restrictions is referred to as “vesting” and Restricted Shares thatare no longer subject to such transferability restrictions are referred to as “vested

(c) Ownership of Restricted Shares that are not yet vested will not be evidenced by a stockcertificate, but rather will be evidenced by an entry in a certificateless book-entry stock accountmaintained by the Company or its transfer agent for its common stock (the “Transfer Agent”). Tofacilitate the transfer to the Company of any Restricted Shares that are forfeited by the Directorin accordance with the terms of the Plan and this Agreement, the Director agrees to sign andpromptly return to the Company such stock power(s) as the Company may request. Upon writtennotification by the Company to the Transfer Agent of the vesting of all or a portion of theRestricted Shares, a stock certificate evidencing the unrestricted shares shall be issued in thename of the Director and delivered to the Director.

2. Normal Vesting. If the Director continuously serves on the Company’s board ofdirectors during the period set forth in the vesting schedule at the beginning of this Agreement,then the Restricted Shares will vest in the numbers and on the dates specified in that vestingschedule.

3. Accelerated Vesting. Notwithstanding Sections 2 or 5 of this Agreement, theRestricted Shares will vest in full immediately upon the occurrence of any one or more of thefollowing:

Disability of Director. The Restricted Shares will vest in full (notwithstanding thevesting schedule) if the Director becomes totally and permanently disabled (as defined inSection 22(e)(3) of the Code) during his or her term of service as a director to theCompany.

Death of Director. The Restricted Shares will vest in full (notwithstanding the vestingschedule) if the Director dies during his or her term of service as a director to theCompany.

Event. The Restricted Shares shall vest in full (notwithstanding the vesting schedule) ifan Event shall have occurred during the Director’s term of service as a director to theCompany. The Director must have served as a director to the Company through the dateimmediately prior to the occurrence of the Event. If an occurrence could be deemed both anEvent and a Fundamental Change, then for purposes of this Agreement, such occurrence will betreated solely as an Event.

Fundamental Change. The Restricted Shares shall vest in full (notwithstanding the vestingschedule) if a Fundamental Change shall have occurred during the Director’s term of serviceas a director to the Company. The Director must have served as a director to the Companythrough the date immediately prior to the occurrence of the Fundamental Change.

4. Issuance of Unrestricted Shares. Upon the vesting of any Restricted Shares, thevested Restricted Shares will no longer be subject to forfeiture as provided in Section 5 of thisAgreement.

5. Forfeiture. If the Director’s term of service to the Company terminates for anyreason (except as provided in Section 3 hereof), the Director will immediately forfeit anyRestricted Shares that have not yet vested as of the date the Director’s service terminated (unlessotherwise provided in the another legally valid agreement in effect immediately prior to the timeof such termination between Director and the Company).

6. Dividends and Distributions. Any dividends or distributions (including regular,periodic cash dividends) paid with respect to Restricted Shares that have not yet vested will besubject to the same restrictions on transferability and the possibility of forfeiture to theCompany as the Restricted Shares to which the dividends or distributions relate. To facilitate theenforcement of this provision, any such dividends or distributions paid with respect to unvestedRestricted Shares will be held by the Company or its agent designated for the purpose until suchtime as the Restricted Shares to which the dividends or distributions relate vest or are forfeited.If the Restricted Shares vest, the dividends or distributions with respect thereto will be paid ortransferred to the Director at the time the certificate representing those shares is provided tothe Director. If the Restricted Shares are forfeited, all of the Director’s right, title andinterest in and to these dividends and distributions will automatically be transferred to theCompany, and the Director agrees to execute any documents evidencing the transfer as may berequested by the Company, either at the time of the transfer or in anticipation of the transferbecoming necessary.

7. Discontinuance of Relationship. Nothing in the Plan or this Agreement shall givethe Director any right to continued service as a director to the Company, nor interfere in any waywith the right of the Company or its shareholders to remove or fail to re-elect the Director as adirector or otherwise deal with the Director without regard to the effect it may have upon himunder this Agreement.

8. Interpretation of This Agreement. All decisions and interpretations made by theCommittee with regard to any question arising hereunder or under the Plan will be binding andconclusive upon the Company and the Director. If there is any inconsistency between the provisionsof this Agreement and the Plan, the provisions of the Plan shall govern.

9. Binding Effect. This Agreement shall be binding in all respects on the heirs,representatives, successors and assigns of the Director.

10. Choice of Law. This Agreement is entered into under the laws of theState of Minnesota and shall be construed and interpreted thereunder (without regard to itsconflict of law principles).

11. Tax Withholding. The parties to this Agreement recognize that the Company may beobligated to withhold federal and state income taxes or other taxes upon the vesting of theRestricted Shares, or, in the event that the Director elects under Section 83(b) of the Code toreport the receipt of the Restricted Shares as income in the year of receipt, upon the Director’sreceipt of the Restricted Shares. The Director agrees that, at such time, if the Company isrequired to withhold such taxes, the Director will promptly pay in cash upon demand to the Company,such amounts as shall be necessary to satisfy such obligation.

The Director and the Company have executed this Agreement as of the Issue Date.

Director

VALUEVISION MEDIA, INC.

By:

Name:

Its:

*Unless the context indicates otherwise,capitalized terms that are not defined in this Agreement shall have the meaningset forth in the Plan as it currently exists or as it is amended in the future.